The Board of Directors hereby submits the report of the business and
operations of Pattech Fitwell Tube Components Limited (“the
Company”), along with the audited financial statements, for the
financial year ended March 31,2025.

CORPORATE OVERVIEW

Pattech Fitwell Tube Components Limited was earlier started as a
partnership firm in the name and style of “M/s. Pat Tech Fitwell Tube
Components” vide partnership deed dated November 22, 2012 by its
partners Bharatbhai Jivrajbhai Limbani and Jaysukhbhai Popatbhai
Limbani, who are also the promoters and KMPs of the Company.

Consequently, the firm was converted into company under same style
as “Pattech Fitwell Tube Components Private Limited” under the
Companies Act, 2013 vide certificate of incorporation dated August 22,
2022 issued by Assistant Registrar of Companies, Central Registration
Centre. Thereafter, our Company was converted from a private limited
company to a public limited company, pursuant to a resolution passed
in the extraordinary general meeting of our Shareholders held on
September 23, 2022, and consequently, the name of our Company

was changed to ‘Pattech Fitwell Tube Components Limited', and a
fresh certificate of incorporation consequent upon conversion from
private company to public company dated October 11,2022, bearing
Corporate Identification Number U28990GJ2022PLC134839 was
issued by the Registrar of Companies, Ahmedabad to our Company.

To raise the equity capital the company has approached to the National
Stock Exchange of India limited in the year 2023, in the same fiscal
year, the company has received an approval from the NSE to float the
IPO and list the equity shares on the SME board of the exchange. The
Company got listed on the NSE - EMERGE Platform on April 21,2023.

The Company is engaged in manufacturing of pipe fittings, flanges and
various types of forgings and machined components as well as pipe
spools and fabrication works for various industries like fertilizers,
petrochemical, power, chemical & pharmaceutical, food processing, oil
& gas, desalination & water treatment, ship building, defence,
fabrication of process equipment, instrumentation etc. The Company
converts semi-finished / raw products to finished products by carrying
our value-added process such as forming, bending, drilling, cutting,
inspection, polishing, painting, blasting, welding, punching, marking,
testing and packaging.

FINANCIAL YEAR 2024-25 AT GLANCE INR In Thousand

Financial Performance

During the FY 2024-25, the company has achieved a turnover of INR
48,13,50.32 Thousand, registering a growth of 27.63% over the
previous year. Profit before Tax, Depreciation and Finance cost was at
INR 37,539.64 Thousand as against INR 32,229.93 Thousand in the
previous year. Profit before Tax was at INR 17,423.71 Thousand as
against INR 19,353.88 Thousand in the previous year.

DIVIDEND

In order to save the profit earned during the year for future expansion
of the Company, the Board of Directors regrets to recommend any
dividend.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General
Reserves.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object
and continues to be in the same line of business as per the main object
of the Company.

SHARE CAPITAL

During the year under review, there was no change in the Authorised
share capital and Paid-up Share Capital of Company, however
following changes were carried out in the share capital of the Company
after the end of financial year 2024-25:

Authorized Capital

The Authorized share Capital of the Company, as at closure of financial
year 2024-25, was INR 1,00,000.00 Thousand divided into 10000000
Equity Shares of INR 10.00 each.

However, from the date of end of financial year under review till the
date of this report, vide Special Resolution passed by the Members at
their Extra Ordinary General Meeting 01/2025-26 held on July 29,
2025, through Video Conferencing (“VC”) / Other Audio-Visual Means
(“OAVM”), The Authorized Share Capital was increased from INR
1,00,000.00 Thousand divided into 10000000 Equity Shares of INR
10.00 each to INR 1,25,000.00 Thousand divided into 12500000 Equity
Shares of INR 10.00 each vide Special Resolution passed by the
Members at their Extra-Ordinary General Meeting held on July 29,
2025.

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed & Paid-up Capital of the Company, as at
closure of financial year 2024-25, was INR 77,571.87 Thousand
divided into 77,57,187 Equity Shares of INR 10 each.

However, from the date of end of financial year under review till the
date of this report, vide Special Resolution passed by the Members at
their Extra Ordinary General Meeting 01/2025-26 held on July 29,
2025, through Video Conferencing (“VC”) / Other Audio-Visual Means
(“OAVM”),

> The Company had allotted total 1640000 Equity Shares of INR
10.00 each to persons other than promoters and promoter group,

on Preferential Basis, at an Issue Price of INR 77.50 per Equity
Share and

> The Company had allotted 2459300 fully convertible Equity
warrants each convertible into, or exchangeable for, 1 fully paid-up
equity share of the Company of face value Rupees 10.00, on a
preferential basis, to the Promoters & Promoter Group and the
persons other than the Promoters and Promoter Group, at price of
Rupees 77.50 per Warrant.

Issued, Subscribed & Paid-up share Capital of the Company, as on the
date of this report, stood at INR 93971.87 Thousand divided into
9397187 Equity Shares of INR 10 each.

The required disclosures with respect to the allotment of warrants are as follows;

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

The composition of Board complies with the requirements of the
Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Company is exempted
from requirement of having composition of Board as per Regulation 17
of Listing Regulations.

None of the Directors of Board is a member of more than ten
Committees or Chairperson of more than five committees across all
the Public companies in which they are Director. The necessary
disclosures regarding Committee positions have been made by all the
Directors.

None of the Director of the Company is serving as a Whole-Time
Director in any Listed Company and is holding position of Independent
Director in more than 3 Listed Company. Neither any of the Director of
the Company is holding position as Director in more than 7 listed
entities nor any of the Director of the Company serve as Independent
Director in more than 7 listed entities.

The Board of the Company comprises five Directors out of which two
are Promoter Executive Directors and one is Promoter Non-Executive
Non-Independent Director and two are Non-Executive Independent
Directors.

The Board comprise following Directors;

a Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies.
~ Excluding Foreign Companies, Section 8 Companies & struck off Companies.

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Disclosure by Directors

The Directors on the Board have submitted notice of interest under
Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e.
in Form DIR 8 and declaration as to compliance with the Code of
Conduct of the Company. None of the Directors of the Company is
disqualified for being appointed as Director as specified in Section 164
(2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter-alia, to review and
discuss the various businesses that require the approval of the Board.

Additional Board meetings are convened, as and when required, to
discuss and decide on various business policies, strategies and other
businesses. The Board meetings are generally held at registered office
of the Company.

During the year under review, Board of Directors of the Company met
09 (Nine) times, viz 28-05-2024, 22-07-2024, 04-09-2024, 10-10-2024,
14-11-2024, 01-01-2025, 11-02-2025, 13-03-2025 and 27-03-
2025.The gap between two consecutive meetings was not more than
one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and
Annual General Meeting are given below.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made
there under, the Company had two Non-Executive Independent
Directors in line with the Companies Act, 2013. Further, both the
Independent Directors of the Company had registered themselves in
the Independent Directors' Data Bank.

A separate meeting of Independent Directors was held on March 13,
2025 to review the performance of Non-Independent Directors, Board
as whole and performance of Chairperson of the Company including
assessment of quality, quantity and timeliness of flow of information
between Company management and Board.

The terms and conditions of appointment of Independent Directors and
Code for Independent Director are incorporated on the website of the
Company at www.pftcpipefittings.com.

The Company has received necessary declaration from each
independent director under Section 149 (7) of the Companies Act,
2013 that they meet the criteria of independence laid down in Section
149 (6) of the Companies Act, 2013.

None of Independent Directors have resigned during the year.

Information on Directorate

In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mr. Bharatbhai Jivrajbhai
Limbani, Chairman and Managing Director of the Company retires by
rotation at the ensuing annual general meeting. He, being eligible, has
offered himself for re-appointment as such and seeks re-appointment.
The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and Secretarial Standards-II issued by
ICSI, of the person seeking re-appointment as Director is annexed to
the Notice convening the second annual general meeting.

Key Managerial Personnel

As on date of this report, the Company has Mr. Bharatbhai Jivrajbhai
Limbani as Chairman and Managing Director of the Company, Mr.
Jaysukhbhai Popatbhai Limbani as Whole-Time Director of the
Company, Mr. Milan Vallabhbhai Limbani as Chief Financial Officer of
the Company and Ms. Bhawna Hundlani as Company Secretary and
Compliance Officer who are acting as Key Managerial Personnel in
accordance with Section 203 of the Companies Act, 2013.

The Board of Directors has, vide their resolution dated May 31,2024
appointed Ms. Bhawna Hundlani as Company Secretary and
Compliance Officer of the Company w.e.f. June 01, 2025 in place of
Mrs. Anita Paul who resigned w.e.f. closing business hours of May 31,
2025.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to
the provisions of the Companies Act, 2013 in the following manners;

• The performance of the board was evaluated by the board, after
seeking inputs from all the directors, on the basis of the criteria
such as the board composition and structure, effectiveness of
board processes, information and functioning etc.

• The performance of the committees was evaluated by the board
after seeking inputs from the committee members on the basis of
the criteria such as the composition of committees, effectiveness
of committee meetings, etc.

• The board and the nomination and remuneration committee
reviewed the performance of the individual directors on the basis
of the criteria such as the contribution of the individual director to
the board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

• In addition, the performance of chairperson was also evaluated on
the key aspects of his role.

Separate meeting of independent directors was held to evaluate the
performance of non-independent directors, performance of the board
as a whole and performance of the chairperson, considering the views
of executive directors and non-executive directors. Performance
evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31,
2025, the applicable accounting standards have been followed and
that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and
of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and
other irregularities;

d) The Directors had prepared the annual accounts for the year
ended March 31,2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be
followed by the Company and that such Internal Financial Controls
are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has
formed various committees, details of which are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role
and responsibility are detailed in the Report on Corporate Governance
annexed to this Report.

1. AUDIT COMMITTEE

The Company has formed audit committee for the purpose of assisting
the Board in fulfilling its overall responsibilities of monitoring financial
reporting processes, reviewing the Company's established systems
and processes for internal financial controls, governance and reviewing
the Company's statutory and internal audit activities.

The terms reference of Audit Committee specified by the Board of
Directors is briefed hereunder;

Role of Committee

1. The recommendation for the appointment, re-appointment and, if
required, the replacement or removal of the statutory auditor, their
remuneration and fixation of terms of appointment of the Auditors
of the Company;

2. Review and monitor the auditors' independence and performance,
and effectiveness of audit process;

3. Examination of financial statement and auditors' report thereon
including interim financial result before submission to the Board of
Directors for approval, particularly with respect to;

a. Changes, if any, in accounting policies and practices and
reasons for the same,

b. Major accounting entries involving estimates based on the
exercise of judgment by management,

c. Significant adjustments made in the financial statements
arising out of audit findings,

d. Compliance with listing and other legal requirements relating
to financial statements,

e. Disclosure of any related party transactions,

f. Modified opinion(s) / Qualifications in the draft audit report.

4. Approval or any subsequent modification of transactions of the
Company with related party, subject following conditions;

i. The Audit Committee may make omnibus approval for related
party transactions proposed to be entered in to by the
Company subject to such conditions provided under the
Companies Act, 2013 or any subsequent modification(s) or
amendment(s) thereof;

ii. In case of transaction, other than transactions referred to in
section 188 of Companies Act 2013 or any subsequent
modification(s) or amendment(s) thereof, and where Audit
Committee does not approve the transaction, it shall make its
recommendations to the Board;

iii. In case any transaction involving any amount not exceeding
one crore rupees is entered into by a director or officer of the
company without obtaining the approval of the Audit
Committee and it is not ratified by the Audit Committee within
three months from the date of the transaction, such transaction
shall be voidable at the option of the Audit Committee;

5. Reviewing, with the management, and monitoring the statement of
uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized
for purposes other than those stated in the offer document/
prospectus, and making appropriate recommendations to the
Board to take up steps in this matter;

6. Scrutiny of Inter-corporate loans and investments;

7. Reviewing and discussing the findings of any internal
investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

8. To review the functioning of the Whistle Blower mechanism, in
case the same is existing;

9. Valuation of undertakings or assets of the company, where ever it
is necessary;

10. Evaluation of internal financial controls and risk management
systems and reviewing, with the management, performance of
internal auditors, and adequacy of the internal control systems; and

11. To look into the reasons for substantial defaults in the payment to
the depositors, debenture holders, shareholders (in case of non¬
payment of declared dividends) and creditors;

12. To monitor the end use of fund invested or given by the Company
to Subsidiary Companies;

13. Carrying out any other function as assigned by the Board of
Directors from time to time.

Review of Information by the Committee

The Audit Committee shall mandatorily review the following

information:

1. Statement of significant related party transactions (as defined by
the audit committee), submitted by management;

2. Management letters / letters of internal control weaknesses issued
by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the
Internal Auditor.

5. Quarterly / half yearly statement of deviation(s), if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1);

6. Annual statement of funds utilized for purposes other than those
stated in the offer document/ prospectus.

Powers of Committee

The Committee -

1. To investigate any activity within its terms of reference;

2. To seek information from any employees;

3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise, if it
considers necessary.

5. Call for the comments of the auditors about internal control
systems, the scope of audit, including the observations of the
auditors and review of financial statement before their submission
to the Board and may also discuss any related issues with the
internal and statutory auditors and the management of the
company.

6. To investigate into any matter in relation to the items specified in
sub-section (4) of Section 177 of the Companies Act, 2013 or
referred to it by the Board and for this purpose shall have power to
obtain professional advice from external sources and have full
access to information contained in the records of the company.

Composition of Committee, Meeting and Attendance of each
Member at Meetings

Audit Committee shall meet at least four times in a year and not more
than one hundred and twenty days shall elapse between two meetings.
Additional meeting is held for the purpose of reviewing the specific item
included in terms of reference of the Committee.

The quorum for the meeting shall be one third of total members of the
Audit Committee or Two, whichever is higher, subject to minimum two
Independent Director shall be present at the meeting.

During the year under review, Audit Committee of the Company met 4
(Four) times, viz 28-05-2024, 04-09-2024, 14-11-2024 and 11-02¬
2025.

The composition of the Committee and the details of meetings
attended by its members are given below:

The Statutory Auditor of the Company shall be invited in the meeting
of the Committee wherever requires. Chief Financial Officer of the
Company is a regular invitee at the Meeting. Further, the Company
Secretary of the Company is acting as Secretary to the Audit
Committee.

Recommendations of Audit Committee, wherever/whenever given,
have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly
framed a Whistle Blower Policy. The policy enables the employees to
report to the management instances of unethical behaviour, actual or
suspected fraud or violation of Company's Code of Conduct. Further
the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for
adequate safe guards against victimization of the Whistle Blower who
avails of such mechanism and also provides for direct access to the
Chairperson of the Audit Committee, in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from
time to time.

None of the Whistle blowers has been denied access to the Audit
Committee of the Board.

The Whistle Blower Policy of the Company is available on the website
of the Company at www.pftcpipefittings.com.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed Nomination and Remuneration Committee
for the purpose of assisting the Board to identify persons who are
qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and such other
matters specified under various statute.

The terms reference of Nomination and Remuneration Committee are
briefed hereunder;

Terms of reference

1. Formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the
Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and
the Board;

3. To ensure that the relationship of remuneration to performance is
clear and meets appropriate performance benchmarks; and

4. Identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the
criteria laid down, and recommend to the Board of Directors their
appointment and removal and shall carry out evaluation of every
directors performance.

5. To specify the manner for effective evaluation of performance of
Board, its committees and individual directors to be carried out
either by the Board, by the Nomination and Remuneration
Committee or by an independent external agency and review its
implementation and compliance.

Composition of Committee, Meeting and Attendance of each
Member at Meetings

The Nomination and Remuneration Committee shall meet at least once
in a financial year. The quorum for a meeting of the Nomination and
Remuneration Committee shall be one third of total members of the
Nomination and Remuneration Committee or Two, whichever is higher,

subject to minimum one Independent Director shall be present at the
meeting.

During the year under review, Nomination and Remuneration
Committee of the Company met 3 (Three) times, viz 28-05-2024, 04¬
09-2024 and 13-03-2025.

The composition of the Committee and the details of meetings
attended by its members are given below:

The Company Secretary of the Company is acting as Secretary to the Nomination and Remuneration Committee.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to
create a high-performance culture. It enables the Company to attract
motivated and retained manpower in competitive market, and to
harmonize the aspirations of human resources consistent with the
goals of the Company. The Company pays remuneration by way of
salary, benefits, perquisites and allowances to its Executive Directors
and Key Managerial Personnel. Annual increments are decided by the
Nomination and Remuneration Committee within the salary scale
approved by the members and are effective from April 1, of each year.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial
Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity,
qualification, expertise and experience of the person for
appointment as Director, Key Managerial Personnel and Senior
Management personnel and recommend to the Board for his / her
appointment.

o A person should possess adequate qualification, expertise and
experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee
shall satisfy itself that number of Boards on which such
Independent Director serves, is restricted to applicable regulations
in force.

b. Policy on remuneration of Director, KMP and Senior
Management Personnel:

The Company's remuneration policy is driven by the success and
performance of Director, KMP and Senior Management Personnel
vis-a-vis the Company. The Company follows mixed of fixed pay,
benefits and performance-based variable pay. The Company pays
remuneration by way of salary, benefits, perquisites and
allowance. The remuneration and sitting fees paid by the Company
are within the salary scale approved by the Board and
Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company at
https://pftcpipefittings.com/wp-

content/uploads/2024/09/NOMINATION-AND-REMUNERARTION-

POLIC.pdf

Remuneration of Directors: (INR in Thousand)

3. STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder's Relationship Committee
mainly to focus on the redressal of Shareholders' / Investors'
Grievances, if any, like Transfer / Transmission / Demat of Shares;
Loss of Share Certificates; Non-receipt of Annual Report; Dividend
Warrants; etc. The Committee also oversees the performance of the
Registrar & Transfer agents of the Company relating to the investors'
services and recommends measures for improvement.

The terms reference of Stakeholder's Relationship Committee is
briefed hereunder;

Terms of Reference

1. Efficient transfer of shares; including review of cases for refusal of
transfer / transmission of shares;

2. Redressal of shareholder and investor complaints like transfer of
Shares, non-receipt of balance sheet, non-receipt of declared
dividends etc.;

3. Issue duplicate/split/consolidated share certificates;

4. Dematerialization/Rematerialization of Share;

5. Review of cases for refusal of transfer / transmission of shares and
debentures;

6. Reference to statutory and regulatory authorities regarding
investor grievances and to otherwise ensure proper and timely
attendance and redressal of investor queries and grievances;
Provided that inability to resolve or consider any grievance by the
Stakeholders Relationship Committee in good faith shall not

constitute a contravention of Section 178 of Companies Act, 2013
or any subsequent modification(s) or amendment(s) thereof.

7. Such other matters as may be required by any statutory,
contractual or other regulatory requirements to be attended to by
such committee from time to time.

Composition of Committee, Meetings and Attendance of each

Member at Meetings

The Stakeholder's Relationship Committee shall meet at least once in
a financial year. The quorum shall be one third of total members of the
Stakeholders Relationship Committee or Two, whichever is higher,
subject to minimum one Independent Director.

During the year under review, Stakeholder's Relationship Committee
of the Company met 3 (Three) times, viz 28-05-2024, 22-07-2024, and
04-09-2024.

The composition of the Committee during the year and the details of
meetings attended by its members are given below:

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and
Public falling within the ambit of Section 73 of the Companies Act, 2013
and rules made there under. Hence, the directives issued by the
Reserve Bank of India & the Provision of Section 73 to 76 of the
Company Act, 2013 or any other relevant provisions of the Act and the
Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS &
SECURITY

Details of Loans, Guarantees, Investments and Security covered under
the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statement.

LOAN FROM DIRECTORS:

The Company had accepted loan of INR 1,796.37 Thousands during
the financial year 2024-25 from Promoter - Directors of the Company.

DEBENTURES:

As on March 31, 2025, the Company does not have any debentures.
CREDIT RATING:

The Company has not availed any rating.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is https://pftcpipefittings.com/wp-
content/uploads/2025/08/Annual-Return-2024-25.pdf.

RELATED PARTIES TRANSACTION

There are no materially significant Related Party Transactions made
by the Company with Promoters, Directors, Key Managerial Personnel
which may have a potential conflict with the interests of the Company
at large. All Related Party Transactions are placed before the Audit
Committee and the Board for approval, if required. Prior omnibus
approval of the Audit Committee is obtained for the transactions which
are of a foreseen and repetitive in nature.

All Related Party Transactions entered into during the financial year
were on an arm's length basis and were in the ordinary course of
business. Your Company had not entered into any transactions with
the related parties which could be considered material in terms of
Section 188 of the Companies Act, 2013. Accordingly, the disclosure
of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in form AOC-2 is not applicable.

There was no contracts, arrangements or transactions which was not
executed in ordinary course of business and/or at arm's length basis.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of
any nature, we have institutionalized the Anti-Sexual Harassment
Initiative (ASHI) framework, through which we address complaints of
sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We
follow a gender-neutral approach in handling complaints of sexual
harassment and we are compliant with the law of the land where we
operate. The Company has setup an Internal Complaints Committee
(ICC) for redressal of Complaints.

During the financial year 2024-25, the Company has received Nil
complaints on sexual harassment, out of which Nil complaints have
been disposed of and Nil complaints remained pending as of March
31,2025.

MATERNITY BENEFIT:

The Company has complied with the provisions related to the Maternity
Benefit Act, 1961.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE / IPO

From the date of end of financial year under review till the date of this
report, vide Special Resolution passed by the Members at their Extra
Ordinary General Meeting 01/2025-26 held on July 29, 2025, through
Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), The
Company had allotted total 1640000 Equity Shares of INR 10.00 each
to persons other than promoters and promoter group, on Preferential
Basis, at an Issue Price of INR 77.50 per Equity Share and allotted
2459300 fully convertible Equity warrants each convertible into, or
exchangeable for, 1 fully paid-up equity share of the Company of face
value Rupees 10.00, on a preferential basis, to the Promoters &
Promoter Group and the persons other than the Promoters and
Promoter Group, at price of Rupees 77.50 per Warrant vide Board
resolutions dated August 13, 2025.

Company has raised amount of INR 4,79,56,350.00 till the date of this
report for allotment of warrants. Company hereby confirms that an
amount of Rupees 19.50 which is higher than minimum 25% (twenty
five per cent) of the Warrant Issue Price has been collected upfront
from the holders of the warrants as upfront payment (“Warrant
Subscription Price”).

The details of utilization of preferential issue proceeds as on the date
of this report is provided as follows:

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

No major steps have been taken by the Company. However, the
Company continues its endeavor to improve energy conservation
and utilization.

ii. ) The steps taken by the Company for utilizing alternate

sources of energy:

The Company has continued its focus on energy conservation
efforts through up-gradation of process with new technology. The
technology installed by the Company has provided better results
in quality and production and also reducing the overall cost of
production and maintenance which effect production scheduling
and various energy saving initiatives in all areas of production.
However, the Company has not installed any alternate source of
energy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment:

Nil

B. Technology absorption -

i. ) The effort made towards technology absorption

Your Company has been very thoughtful in installing new
technology to reduce the production cost, improve yield, enhance
product endurance and strengthen finish. However, no new
technology has been installed by the Company during the year
and all existing technology has been fully absorbed.

ii. ) The benefit derived like product improvement, cost

reduction, product development or import substitution

The Company had installed such technology that improve
productivity, quality and reduction in manual intervention and to
enhance the quality and productivity. Improvement in
manufacturing process helped the Company in managing
production scheduling; & better & faster servicing of product for
domestic as well as global market.

iii. ) in case of imported technology (imported during the last

three years reckoned from the beginning of the financial
year)

a. The details of technology imported: Nil

b. The year of import: N.A.

c. Whether the technology has been fully absorbed: N.A.

iv. ) If not fully absorbed, areas where absorption has not taken

place, and the reasons thereof: Not Applicable

v. ) The expenditure incurred on Research and Development: Nil.

C. Foreign Exchange Earnings & Expenditure - Nil
MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with
Companies (Cost records and audits) Rules, 2014, the Company is not
required to maintain the cost records and accordingly the Company
has not maintained the Cost record.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive director to the median
of employees' remuneration as per Section 197(12) of the Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure - 1.

The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the
Members excluding the aforesaid annexure. In terms of Section 136 of
the Act, the said annexure is opened for inspection in electronic form.
Any Member interested in obtaining a copy of the same may write to
the Company Secretary.

MATERIAL CHANGES AND COMMITMENT

Post closure of financial year, there have been no material changes
and commitments for the likely impact affecting financial position
between end of the financial year and the date of the report, except 1)
Increase in Authorized Share Capital from INR 1,00,000.00 Thousand
divided into 10000000 Equity Shares of INR 10.00 each to INR

1.25.000. 00 Thousand divided into 12500000 Equity Shares of INR
10.00 each vide Special Resolution passed by the Members at their
Extra-Ordinary General Meeting held on July 29, 2025, 2) allotment of
total 1640000 Equity Shares of INR 10.00 each to persons other than
promoters and promoter group, on Preferential Basis, at an Issue Price
of INR 77.50 per Equity Share and 3) allotment of 2459300 fully
convertible Equity warrants each convertible into, or exchangeable for,
1 fully paid-up equity share of the Company of face value Rupees

10.00, on a preferential basis, to the Promoters & Promoter Group and
the persons other than the Promoters and Promoter Group, at price of
Rupees 77.50 per Warrant.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and
Company's operations in future.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

There are no Subsidiaries/ Joint Venture/ Associate Company to your
Company.

DISCLOSURE OF LARGE CORPORATE ENTITY

The Board of Directors of the Company hereby confirm that the
Company is not a Large Corporate entity in terms of Regulation 50B of
SEBI (Issue and Listing of Non-Convertible Securities) Regulations,
2021 (NCS Regulations).

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON
ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, the company has not entered into any
one-time settlement with banks or financial institutions and accordingly,
the provisions of the said section are not applicable.

DETAILS OF THE DESIGNATED OFFICER:

Ms. Bhawna Hundlani, Company Secretary & Compliance officer of the
company is acting as Designated officer under Rule (9) (5) of the
Companies (Management and Administration) Rules, 2014.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for
corporate governance. However, pursuant to Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
the Company is not required to mandatorily comply with the provisions
of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not
provided a separate report on Corporate Governance.

However, Company is complying with few of the exempted regulations
voluntarily and details of same are provided in this report under the
respective heading.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping
and trend analysis, risk exposure, potential impact and risk mitigation
process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it. The
mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a review of the
performance of the Company, for the year under review, Management
Discussion and Analysis Report, is presented in a separate section
forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Though the various risks associated with the business cannot be
eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. Necessary internal
control systems are also put in place by the Company on various
activities across the board to ensure that business operations are
directed towards attaining the stated organizational objectives with
optimum utilization of the resources.

Your Company has also put in place adequate internal financial
controls with reference to the financial statements commensurate with
the size and nature of operations of the Company. During the year,
such controls were tested and no material discrepancy or weakness in
the Company's internal controls over financial reporting was observed.

LISTING FEES

The Equity Shares of the Company are listed on Emerge Platform of
National Stock Exchange of India Limited and the Company has paid
the applicable listing fees to the Stock Exchange till date.

STATUTORY AUDITOR AND THEIR REPORT

M/s. P. Indrajit & Associates, Chartered Accountants, Vadodara (FRN:
117488W) were appointed as the Statutory Auditors of Company in the
1st Annual General Meeting of the Company held on December 23,
2023 to hold office for a period of 5 (Five) consecutive financial years,
from the conclusion of the 1st Annual General Meeting of the Company
until the conclusion of the 6th Annual General Meeting of the Company
to be held in the year 2028 at such remuneration plus applicable taxes
and reimbursement of out-of-pocket expenses in connection with the
Audit as may be mutually agreed between the Board of Directors of the
Company and the Auditors.

The Notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any comments under
Section 134 of the Companies Act, 2013. The Auditors' Report does
not contain any qualification, reservation or adverse remark. The
Auditors' Report is enclosed with the financial statements in this Annual
Report.

The Company has received confirmation from M/s. P. Indrajit &
Associates, Chartered Accountants, Vadodara (FRN: 117488W) that
they are not disqualified from continuing as the Auditors of the
Company.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed M/s. Hardik Jetani & Associates,
Practising Company Secretaries, to conduct the secretarial audit of the
Company for 3 financial years commencing from F.Y. 2024-25 to F.Y.
2026-27, as required under Section 204 of the Companies Act, 2013
and Rules thereunder. The Secretarial Audit Report for the financial
year 2024-25 is annexed to this report as an Annexure - 2.

The Secretarial Auditors' Report does not contain any qualification,
reservation or adverse remark, accordingly, not require to comment up
on by the Board of Directors.

INTERNAL AUDITORS AND REPORT

The Company has appointed M/s. Satyanarayan Goyal & Co. LLP
(FRN 006636C/C400333), Chartered Accountants, as the Internal
Auditors of the Company from the Financial Year 2024-25 and onwards
until revised by the Board of Directors, as required under Section 138
of the Companies Act, 2013 read with rule 13 of the Companies
(Accounts) Rules, 2014, and other applicable provisions of the
Companies Act, 2013.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016 which materially
impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company
has maintained a functional website namely “www.pftcpipefittings.com”
containing basic information about the Company. The website of the
Company is also containing information like Policies, Shareholding
Pattern, Financial Results and information of the designated officials of
the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL
STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively, have been duly complied by your Company.

INSURANCE

The assets of your Company have been adequately insured.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for
implementation of the Code.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations.
Company periodically reviews its HR policies and procedures to aid
and improve the living standards of its employees, and to keep them
motivated and involved with the larger interests of the organisation.
The Company has systems and procedures in place to hear and
resolve employees' grievances in a timely manner, and provides
avenues to its employees for their all-round development on
professional and personal levels. All these measures aid employee
satisfaction and involvement, resulting in good Industrial Relations.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of the Act and Rule 8
of The Companies (Accounts) Rules, 2014 and other applicable
provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for
significant contributions made by the employees at all levels through
their dedication, hard work and commitment, enabling the Company to
achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the
valuable co-operation and support extended by the banks,
government, business associates and the shareholders for their
continued confidence reposed in the Company and look forward to
having the same support in all future endeavours.

Registered office: By order of the Board of Directors

Survey No. 873/B/1, Road No.: 1, Ansons For, PATTECH FITWELL TUBE COMPONENTS LIMITED

Limbani Estate, Near GETCO 66 K.V. CIN: U28990GJ2022PLC134839

Sub Station, G.I.D.C, Por, N.H-08, Dist.:

Vadodara - 391243, Gujarat, India

Bharatbhai Jivrajbhai Limbani Jaysukhbhai Popatbhai Limbani
Place: Vadodara Chairman and Managing Director Whole-Time Director

Date: 28/08/2025 DIN: 09710373 DIN: 09710362